Mark Scadina

About Mark Scadina

Executive Vice President, General Counsel and Corporate Secretary of FICO since February 2009; joined FICO in 2007 (Senior Vice President) and is 55 years old . During his tenure on the executive team, FICO delivered record FY2024 results: revenue of $1.72B (+13% YoY), net income of $513M, and diluted EPS of $20.45 (+21% YoY) . FY2024 performance against incentive metrics included Adjusted Revenue of $1,717.5M and Adjusted EBITDA of $904.1M (both at maximum outcomes under the PSU schedule), and 1‑year relative TSR of 125.78% vs. 34.28% for the Russell 3000 (MSU payout at 200%) . Under CEO Lansing’s tenure, cumulative TSR exceeded 5,333% (context for long‑term shareholder value creation) .

Past Roles

External Roles

No current public company directorships or external roles for Mr. Scadina are disclosed in the FY2024 10‑K or 2025 proxy .

Fixed Compensation

Multi‑year compensation (as reported):

FY2024 fixed pay and cash incentive design:

• Base salary: $400,000; target annual cash incentive: 50% of salary (Management Incentive Plan) .
• Actual FY2024 cash bonus: $300,000 (see Performance Compensation for drivers) .

All other compensation detail (FY2024):

Performance Compensation

Annual cash incentive (MIP) – FY2024:

Long‑term equity incentives (granted Dec 9, 2023; “FY2024 annual LTI”):

Program structure and rigor:

• PSU performance grid set thresholds/targets/max for Adjusted Revenue and Adjusted EBITDA; FY2024 actuals achieved maximum (200% PSU payout) .
• MSU comparator for FY2024 awards was Russell 3000 (shifted to S&P 500 for FY2025 awards); FY2024 1‑year TSR outperformed (125.78% vs 34.28%) → 200% earn‑out for year‑1 tranche .
• FY2025 changes reduce max individual factor in annual bonus from 200% to 150% and tighten relative TSR target to 55th percentile vs S&P 500 .

Equity Ownership & Alignment

Beneficial ownership (as of Nov 29, 2024):

Ownership detail (footnote):

• Includes options to purchase 3,867 shares; RSUs representing 2,666 shares; PSUs representing 5,112 shares; MSUs representing 5,168 shares; Scadina Revocable Trust holds 85,081 shares .

Outstanding awards at FY2024 year‑end (Sept 30, 2024):

Stock ownership guidelines and hedging/pledging:

• EVPs must own shares valued at least 5× base salary; only outright shares and unvested time‑vesting vehicles count (options and unachieved performance awards excluded). As of FY2024, all executive officers met or were making acceptable progress .
• Hedging and short sales of FICO stock are prohibited; no hedging allowed under insider trading policy. No specific pledging by Mr. Scadina is disclosed in the proxy/10‑K reviewed .

Vesting/cadence relevant to potential selling pressure:

• PSUs: earned for FY2024; 1/3 delivered 12/9/2024; remaining deliveries scheduled for 12/9/2025 and 12/9/2026 (subject to service) .
• RSUs: 25% per year starting 12/9/2024 through 2027 .
• MSUs: interim earning and vesting annually on 12/9/2024/2025/2026 tied to rTSR tranches .
• Trading windows/blackouts: executives face pre‑clearance and blackout from the 20th day of the last month of a fiscal quarter until two trading days after earnings; 10b5‑1 plans permitted with cooling‑off periods .

Employment Terms

Severance and change‑in‑control (CIC) economics:

• Letter Agreement: if terminated without Cause or resigns for Good Reason, cash severance equals 1× (base salary + last annual cash incentive) payable in a lump sum ~70 days post‑separation; 12 months COBRA benefits continuation; mutual conditions (release, non‑disparagement, cooperation) .
• CIC (double‑trigger): same severance/benefits if terminated without Cause or for Good Reason within 60 days before or two years after a CIC; equity treatment per award terms .

Illustrative FY2024 termination/CIC values for Mr. Scadina (based on 9/30/2024 price $1,943.52):

Clawbacks and policies:

• NYSE‑required financial restatement clawback covering all incentive‑based compensation (3‑year lookback) .
• Supplemental clawback (adopted 2024) covering annual and long‑term incentives (including time‑based equity) and severance in cases of felony‑level misconduct or IP/confidentiality violations causing material harm .
• No repricing of options without shareholder approval; double‑trigger CIC; minimum one‑year vesting; limited perquisites; no hedging/short sales .

Investment Implications

• Alignment and retention: Heavy tilt to performance‑based equity (two‑thirds of annual LTI in PSUs/MSUs) strongly links outcomes to revenue/EBITDA and rTSR; ownership guideline of 5× salary and sizable beneficial holdings (incl. trust) support alignment; retirement‑vesting provisions exist at FICO (general policy) but CIC remains double‑trigger, moderating windfalls .
• Vesting calendar and potential selling pressure: Concentrated delivery dates each December (PSUs/RSUs/MSUs), plus trading blackouts around earnings, shape liquidity windows; watch Form 4s around mid‑December and post‑blackout periods for supply signals .
• Governance and pay risk: Company’s 2024 say‑on‑pay support was 58% (primary concern was CEO’s 2023 one‑time award; LDCC committed to avoid such awards and tightened FY2025 design). Scadina’s package is formulaic with standard severance (1×) and no extraordinary awards, suggesting lower idiosyncratic pay risk for this role .
• Business execution linkage: FY2024 max outcomes on PSU metrics and 200% MSU earn‑outs reflect strong operational and stock performance, which lifted NEO payouts; ongoing sensitivity to Adjusted Revenue/EBITDA and rTSR means compensation leverage remains high to core growth/returns drivers .

Note: All data and disclosures are as reported in FICO’s 2025 Proxy Statement and FY2024 Form 10‑K filings.